Filed
pursuant to Rule 433
Registration
Statement No. 333-160871
Zion Oil
& Gas Newsletter
August
28, 2009
Dear
Shareholder and/or Friend of Zion...
The
Ma'anit-Rehoboth #2 Well
Drilling Operations on the
Ma'anit-Rehoboth #2 Well
This
week, I want to share with you a number of photographs taken during the past
week. The photographs, together with my comments, will update you regarding some
of our work during the past seven days.
An
important part of our geological work during drilling is to continually examine
the rock cuttings from the well bore (brought up to the surface by the
circulating drilling mud) and match that physical evidence against the
'expected' rock cuttings. In our database of scientific information, we maintain
a computer model of the expected rock strata.
As more
information is gathered, the computer model is amended and in the event of a
material difference between the 'actual' and the 'expected', it may be highly
desirable to obtain further information by 'logging'.
You may
remember (from our previous logging) that the definition of 'logging' is: 'to
test and evaluate the well, using electrical wireline well logs'.
The
'sonde' is lowered down the hole on a 'wireline' and various measurements are
recorded.
The
'sonde' is a cylinder filled with instruments that can sense the electrical,
radioactive and sonic properties of the rocks (and their fluids) and the
diameter of the wellbore.
The
'wireline' is an armored cable with steel cables surrounding conductor cables in
insulation. It is reeled out from a drum in the back of the logging
truck.
The data
from the sonde is transmitted up the cable to instruments in the logging truck
and recorded.
Using
state-of-the-art Baker Atlas logging equipment, we are able to obtain very
high-quality data. This past week, we logged an interval of approximately 500
meters; from a depth of approximately 4,825 meters down to approximately 5,325
meters.
Here are
the photographs:
Carrying
out a logging tool
...and
setting-up the logging tool
...then,
up the ramp...
...and
down into the Well
Outside
the Baker Hughes (Baker Atlas) Logging Unit
Inside
the Baker Hughes (Baker Atlas) Logging Unit
Glen
Perry examining one of the logs
The
logging will enable us to make decisions based on scientific evaluation rather
than hunches and guesstimates.
So, this
past week, we are still at a depth of approximately 17,470 feet (5,325 meters),
close to our final target of approximately 18,040 feet (5,500
meters).
Operations on the site of
the proposed Elijah #3 Well
This past
week we have continued with site preparation work. Using earth moving equipment,
we have made the location level and have spread approximately 50 tons of gravel
on top of the soil (and that is just the base layer). We need to have a very
firm and level surface for the drilling rig to stand on.
The water
connection has been completed and the reserve pit has been dug, so we are on
schedule.
(New) Rights
Offering
On
Wednesday, July 29, 2009, Zion filed a registration statement with the
Securities and Exchange Commission (SEC) with respect to a proposed Rights
Offering to its common stockholders.
The
registration statement is currently under review by the SEC.
NASDAQ Stock
Exchange
Stock
trading began in 1688 in London, England and, in 1792, twenty-four New York
stock brokers agreed to establish an exchange in Wall Street. In 1817 that
exchange was renamed 'The New York Stock & Exchange Board'.
NASDAQ
(National Association of Securities Dealers Automated Quotation) was established in
1971. This was the first stock exchange to introduce the concept of electronics
in stock trading and is one of the most efficient stock exchanges in the
world.
As you
can read in our (August 17, 2009) press release, we are switching the listing of
our stock and warrants from the NYSE Amex to the NASDAQ Global Market (NGM).
NASDAQ is the largest U.S. electronic stock market.
We have
received approval from the NASDAQ stock exchange and anticipate that our stock
and warrants will start trading on NASDAQ, this coming week, on September 2,
2009.
This
switch should not trouble you, as Zion’s common stock will continue to trade
under the symbol ZN. Zion’s warrants
will trade under a new symbol, ZNWAW.
We are
scheduled to participate in NASDAQ's opening bell-ringing ceremony on September
2, 2009 and will provide a link for you, on Zion's website, so that you can
watch the proceedings 'live'.
A live
webcast of the opening bell ceremony will be available on September 2 from 9:20
a.m. to 9:35 a.m. EDT (Eastern Daylight Time) or, if you prefer, 9:20 a.m. to
9:35 a.m. New York time, at:
www.zionoil.com
and
http://www.nasdaq.com/about/marketsitetowervideo.asx
We
believe that listing on NASDAQ will be positive for Zion, as we anticipate
increased: (i) investor attention, (ii) analyst attention, and (iii) liquidity
in our stock.
We also
believe that listing on NASDAQ will be positive for those buying or selling Zion
stock, as we anticipate: (i) lower costs per trade, and (ii) faster execution
times.
As Zion
Oil & Gas, Inc. continues to grow, we also project that our annual listing
costs on NASDAQ will be less expensive. I am not afraid to admit that keeping
administrative costs under control is a major priority for us.
But we
don't forget for a moment that our primary objective is to find and recover
hydrocarbons in Israel.
"In
your good pleasure, make Zion prosper..."
Psalm
51:18
Thank you
for your support of Zion
Shalom
from Israel
Richard
Rinberg
CEO of
Zion Oil & Gas, Inc.
www.zionoil.com
FORWARD LOOKING STATEMENTS:
Statements in this communication that are not historical fact, including
statements regarding Zion's planned operations, geophysical and geological data
and interpretation, anticipated attributes of geological strata being drilled,
drilling efforts and locations, timing and potential results thereof and plans
contingent thereon and rights offering are forward-looking statements as defined
in the "Safe Harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These forward looking statements are based on assumptions that are
subject to significant known and unknown risks, uncertainties and other
unpredictable factors, many of which are described in Zion's periodic reports
filed with the SEC and are beyond Zion's control. These risks could cause Zion's
actual performance to differ materially from the results predicted by these
forward-looking statements. Zion can give no assurance that the expectations
reflected in these statements will prove to be correct and assumes no
responsibility to update these statements.
NOTICE
Zion Oil
& Gas, Inc. has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
Zion Oil & Gas and its offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Zion Oil &
Gas will send you the prospectus if you request it by calling toll free
1-888-TX1-ZION ( 1-888-891-9466 ).
Contact
Information
More information about Zion is available at www.zionoil.com or by contacting Kim Kaylor at Zion Oil & Gas, Inc., 6510 Abrams Rd., Suite 300, Dallas, TX 75231; telephone 1-214-221-4610; email: dallas@zionoil.com